Modifications to Credit Terms. Bank shall obtain the prior approval of the Management Committee before any modification or addition to any terms that are in [Schedule 5.10.2(a)] (Credit Terms) (except as expressly provided in [Schedule 5.10.2(a)] (Credit Terms)) unless such modification or addition is required for compliance with Bank Applicable Law ​, in which case, the terms of this [Section 5.10.2(b)] with respect to notice shall apply. Bank may modify the key pricing terms for the Back Book Assets to be substantially similar with the Credit Terms without the prior approval of the Management Committee, and will provide Company with at least sixty (60) days’ prior written notice of such modification. Bank may invoke the Expedited Review process for any request to approve any modification to the Credit Terms or addition of a new fee or charge to the Credit Terms. Notwithstanding the foregoing, Bank shall provide Company with at least sixty (60) days’ prior written notice of any proposed modification of the Credit Terms (unless a shorter period of prior written notice is necessary to enable Bank to comply with Bank Applicable Law).

Modifications to the Mortgage. All references to the “Loan Agreement” and the “Note” contained in the Mortgage shall be deemed to mean and refer to the “Loan Agreement” or “Note,” as the case may be, as such terms are defined in this Agreement.

Modifications, Amendments or Waivers. With the written consent of the Requisite [[Organization A:Organization]], the Administrative Agent, acting on behalf of all the [[Organization A:Organization]], and the Borrower may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the [[Organization A:Organization]] or the Borrower hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the [[Organization A:Organization]] and the Borrower; provided, that no such agreement, waiver or consent may be made that will:

Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of the Employee, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A prior to the actual payment of Shares pursuant to this Award of Performance Shares, provided that any such revisions shall not materially reduce the benefits intended to be conferred by this Agreement. However, in no event will the Company be obligated to make any such revision and in no event will the Company (or any Subsidiary) reimburse the Employee for any taxes that may be imposed on the Employee as a result of [Section 409A]. In all events, the Employee will be solely responsible for any taxes that may be owed under Section 409A on account of this Award of Performance Shares.

Modifications of Aegis Note Documents. Until both # all of the ​-District Debt has been Paid in Full and # the aggregate principal amount outstanding under the A&R ​-District Unsecured Notes is less than $3,631,578, neither Aegis nor any Obligor shall, without the prior written consent of the ​-District Creditors, agree to any amendment, modification or supplement to any Aegis Note Document, except that Aegis and the Obligors shall be permitted to amend or modify the Aegis Note Documents in accordance with the provisions of the Aegis Note Documents in effect as of the Effective Date to # extend the maturity date or the date of payment of any amount due by ​ or any other Obligor thereunder, # decrease the rate of interest applicable to any of the Aegis Debt, # waive any Obligor’s noncompliance with any term or provision thereof, and/or # amend any Aegis Note Document (including without limitation the A&R Aegis Note) so long as such amendment is not more onerous or restrictive on any Obligor the than provisions contained in such Aegis Note Document as in effect on the date of this Agreement, in each case without the prior written consent of the ​-District Creditors; provided, that notwithstanding anything set forth in this [Section 11(b)(ii)] to the contrary, no action under the [foregoing clauses (3) and (4) of this Section 11(b)(ii)])] shall be permitted to be taken by Aegis or any Obligor without the prior written consent of the ​-District Creditors to the extent such action would # prohibit any Obligor from making any payment with respect to the Pari Passu Debt which is permitted under the terms of this Agreement or otherwise contravene any provision of this Agreement or # be reasonably likely to result in any material harm to any interest of any ​-District [[Organization F:Organization]] to be paid from the proceeds of the Collateral under this Agreement or any interest of any ​-District [[Organization F:Organization]] in the ​-District Debt owing to it by any Obligor under any ​-District Note Document. Aegis shall provide written notice to the ​-District Creditors of any action taken pursuant to any of the [foregoing clauses (1) through (4) of this Section 11(b)(ii)] promptly, and in any event within three (3) Business Days thereof, including a reasonably detailed description of any such action taken and copies of any and all documentation amending, modifying or supplementing any Aegis Note Document executed by Aegis and/or any Obligor.

New Leases; Renewals and Modifications. Any Lease and any renewals, amendments or modification of a Lease (provided such Lease or Lease renewal, amendment or modification is not a Major Lease (or a renewal, amendment or modification to a Major Lease)) that meets the following requirements may be entered into by ​ without ​’s prior consent: # provides for economic terms, including rental rates, comparable to existing local market rates for similar properties and is otherwise on commercially reasonable terms, # has a term (together with all extension and renewal options) of not less than # one (1) year for residential Leases and # three (3) years or more than ten (10) years for commercial Leases, # provides that such Lease is

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, Subordinated Creditor shall not, without the prior written consent of Senior Lender, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to # increase the Installment Sale Credit Amount or rate of interest on any of the Subordinated Debt, other than the imposition and accrual, but not payment in cash, of a default rate of interest of no more than fifteen percent (15%) of any amounts owed, including interest, charges and fees, according to the Subordinated Debt Documents (as in effect on the date hereof), # accelerate the amortization of any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreement as in effect on the date hereof, # decrease the Installment Sale Period applicable to any contemporaneous Installment Sale to less than six (6) months, # add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Installment Sale Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Creditor may, without the prior written consent of Senior Lender, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof), # change any redemption, put or prepayment provisions of the Subordinated Debt, # alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, # take or perfect any liens or security interests in any assets of any Obligor or any other obligor on the Subordinated Debt or any other Person unless Senior Lender, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, # cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, # subordinate the Subordinated Debt to any other indebtedness except as provided herein, or # change or amend any other term of the Installment Sale Agreement if such change or amendment would # result in a Default or Event of Default under the Senior Credit Agreement or any other Senior Document, # increase the obligation of any Obligor, or # confer additional material rights on Subordinated Creditor or otherwise be in any manner adverse to Senior Lender, any Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under [clause (c) of this Section 10(b)]. In the event any purchaser at a UCC sale obtains title to the rights of Subordinated Creditor under the Subordinated Debt Documents, or such purchaser agrees to comply with the terms and conditions set forth in this Section 10(b) as they relate to any amendment, modification, or supplement to the Subordinated Debt Documents.

Modifications and Amendments; Waivers and Consents. The terms and provisions of this Agreement may be modified or amended as provided in the Plan. Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

Modifications to Approved TI Construction Drawings. No material changes or modifications to the Approved TI Construction Drawings shall be made without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord shall have five (5) Business Days to review and notify Tenant of Landlord’s approval or disapproval of such proposed changes or modifications. Landlord will not unreasonably withhold its approval of # any request by Tenant to amend or change the Approved TI Construction Drawings, or # any change or amendment to the Approved TI Construction Drawings that may be necessary to obtain any Permits or which may be required by city officials or inspectors to comply with code rulings or interpretations (any of the foregoing, a “Plan Modification”). Without limiting the generality of the foregoing, however, Tenant acknowledges that it shall not be unreasonable for Landlord to withhold consent to any Plan Modification if any one of the circumstances listed in [clauses (a) through (c) of Section 2.2.1] of this Agreement apply. If Landlord disapproves of any Plan Modification, Landlord shall return the same to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the Plan Modification.

Incorporation by Reference; No Other Modifications. Other than as set forth in the preceding paragraphs 1 to 5, the remainder of the 2008 Agreement shall remain unmodified in any manner, and the 2008 Agreement will be deemed to be modified, mutatis mutandis, to reflect the provisions of this Amendment. It is agreed that the payments and benefits set forth in this amendment are the sole payments and benefits to which Employee is entitled with respect to the termination of his employment with the Company.